GCU ATTACHMENT A.PDF

C-50-18-019-3-01
attachment A.
Execution Version
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement is made and entered into as of July 1, 2018
(the "Effective Date"), by and between Gazelle University, an Arizona nonprofit corporation
("Assignee"), and Grand Canyon Education, Inc., a Delaware corporation ("Assignor").
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the
Purchase Agreement (as defined below).
RECITALS
A. Pursuant to that certain Asset Purchase Agreement, of even date herewith, by and
between Assignor, as seller, and Assignee, as buyer (the "Purchase Agreement"), Assignor has
agreed to assign to Assignee the Assumed Contracts and Campus Intangible Property
(collectively, the "Assigned Assets") and Assignee has agreed to assume the Assumed
Liabilities.
B. The execution and delivery of this Agreement by Assignee is required under the
Purchase Agreement in order to close the transaction described in the Purchase Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Assignment. As of the Effective Date, Assignor hereby assigns all of its rights
and interests under the Assigned Assets to Assignee.
2. Assumption. As of the Effective Date, Assignee hereby accepts the foregoing
assignment and assumes and agrees to perform when due the Assumed Liabilities. Except as set
forth in the preceding sentence, Assignee is not assuming or agreeing to perform any obligations
or liabilities under the Assigned Assets.
3. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
4. Integration. This Agreement and the Purchase Agreement contain the entire
agreement of the parties with respect to the Assigned Assets and supersede any prior or
contemporaneous written or oral agreement between the parties concerning the subject matter
contained herein. This Agreement is entered into pursuant to the Purchase Agreement and is
subject to its terms and conditions. This Agreement and the Purchase Agreement shall be
interpreted consistently, simultaneously giving full effect to the terms and conditions of both
such agreements to the greatest extent possible. Nothing in this Agreement shall be deemed to
supersede, amend, modify, or otherwise affect any of the provisions of the Purchase Agreement,
all of which shall remain in full force and effect and survive the execution and delivery of this
Agreement, as provided in, and subject to the limitations set forth in, the Purchase Agreement.
In the event of any irresolvable conflict between the terms of the Purchase Agreement and this
Agreement, the terms of the Purchase Agreement shall govern and control.
5. Successors. This Agreement shall be binding on and inure to the benefit of the
parties hereto, their heirs, successors and assigns.
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6. Severability. If any part of this Agreement is determined to be illegal or
unenforceable, all other parts shall be given effect separately and shall not be affected by such
determination.
7. Notices. All notices pursuant to this Agreement shall be given in compliance with
the notice provisions in the Purchase Agreement.
8. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which taken together shall constitute one
and the same agreement.
9. Amendments. This Agreement may be amended only by a written agreement
executed by all of the parties hereto. No waiver granted shall be deemed effective unless in
writing and executed by the party against whom enforcement of the waiver is sought.
10. Time of Essence. Time is of the essence of this Agreement.
[Signatures on next page.]
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IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement as of
the date first above written.
ASSIGNOR:
GRAND CANYON EDUCATION, a Delaware
corporation
By:
Name: Daniel E. Bachus
Its: Chief Financial Officer
ASSIGNEE:
GAZELLE UNIVERSITY, an Arizona nonprofit
corporation
By:
Name: Will Gonzalez
Its: Chairman of the Board of Trustees
Signature Page to Assignment and Assumption Agreement

C-50-18-019-3-01
attachment A.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement as of
the date first above written.
ASSIGNOR:
GRAND CANYON EDUCATION, a Delaware
corporation
By:
Name: Daniel E. Bachus
Its: Chief Financial Officer
ASSIGNEE:
GAZELLE umvEwry, an Arizolia nonprofit
corporation
By:
Name:
Its:
Signature Page to Assignment and Assumption Agreement